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RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2016
RELATED PARTY TRANSACTIONS [Text Block]

NOTE 11 – RELATED PARTY TRANSACTIONS

NTI License Fees

The Company’s principal assets are licenses for product sales with NTI, an entity under common control. During the nine months ended September 30, 2016, the Company extended all its licenses with NTI until December 31, 2020. The consideration given was 11,200 Series B preferred shares and 786,500 Series B preferred share warrants with a total fair value of $502,104 and a note payable of $1,500,000 due by February 12, 2017. During the year ended December 31, 2015, the Company issued 2,100 of Series B Preferred Stock valued at $102,480 as consideration for its licenses with NTI. The notes payable – related party was repaid through cash payments of $439,000 and the issuance of 200 shares of Series B Preferred Stock valued at $150,000. During the year ended December 31, 2014, the Company issued $2,500,000 of notes payable - related party as consideration for its licenses with NTI. The debt was partially repaid through cash payments of $420,800 and issuances of 40,565 shares of common stock valued at $872,160.

During the nine months ended September 30, 2016, the Company made principal payments of $480,000 on its note payable to NTI related to the 2014 acquisition of the Added Applications license rights. The note matures on March 31, 2017, does not bear interest, and no payments are required prior to maturity. As of September 30, 2016 and December 31, 2015, the balance of notes payable - related party outstanding with NTI was $2,320,491 and $1,300,491, respectively.

The Company also has an option (expiring December 31, 2020) to issue a controlling stake in the Company amounting to 52.5% to NTI for a perpetual exclusive license to manufacture and sell Nanotech Products for all North America, South America and Europe. If this option is exercised, the Company will have a similar option for the territory of Asia to issue an additional 10% ownership stake in the Company. There is an additional option, also expiring December 31, 2020, for the Company to issue an additional 15% ownership stake in exchange for exclusivity for Spray Foam Insulation products.

Fees and Loans with Shareholder

During the nine months ended September 30, 2016 and 2015, the Company was charged $198,149 and $515,609, respectively, by an outside consultant, who is also a shareholder-creditor, for professional fees of $15,000 per month in 2016 and 2015, out-of-pocket expenses of approximately $63,000 in 2016 and $77,000 in 2015, and professional fees of approximately $0 in 2016 and $303,000 in 2015 related to strategic partnership negotiations and other business related services performed on the Company’s behalf.

The Company issued 660,750 common shares with a fair value of $941,384 to settle liabilities of $383,663 and a loss on settlement of $557,721 to the consultant during the nine months ended September 30, 2015. The Company had an outstanding balance payable included in accounts payable and accrued liabilities - related parties as of September 30, 2016 and December 31, 2015 of $335,583 and $91,019, respectively. Also during the nine months ended September 30, 2015, the shareholder-creditor transferred $182,000 of its outstanding balance owed by the Company to a third party. The Company and the third party agreed to amend the loan agreement to allow the third party to convert the principal balance into shares of the Company’s stock. The third party converted the principal balance of $182,000 into 253,969 shares of the Company’s common stock. The shares had a fair value of $360,578 and the Company recorded a loss on debt extinguishment of $158,141 and loss on settlement of payables of $102,437.

During the nine months ended September 30, 2016, the consultant described above loaned the Company $959,963 through loans payable - shareholders and the Company made a cash repayment of $15,000 and non-cash repayments through the issuance 12,805,000 shares of common stock with a fair value of $270,893. During the nine months ended September 30, 2015, this consultant loaned the Company $407,153 through loans payable - shareholders and the Company made cash repayments to this consultant of $3,000.

Shared Administrative Costs

The Company shares office space and certain personnel with NTI. Costs are allocated among the parties based on usage. Rent expense for the nine months ended September 30, 2016 and 2015 was $33,750.